UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2024

 

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

 

Commission file number: 000-54853

 

FREEDOM HOLDINGS, INC.

a/k/a

FREEDOM ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Florida

 

56-2560951

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

10524 Independence Ave. Chatsworth, CA

 

91311

Address of Principal Executive Offices

 

Zip Code

 

818-357-3155

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐     No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No ☒

 

The number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, as of August 6, 2024, was 58,408,825.

 

 

 

 

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

In this Quarterly Report on Form 10-Q, references to “Freedom Holdings, Inc.,” “Freedom,” “FHLD,” the “Company,” “we,” “us,” and “our” refer to Freedom Holdings, Inc. Also, any reference to “common shares or common stock” refers to our $0.0001 par value common stock.

 

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our business development plans, timing strategies, expectations, anticipated expense levels, business prospects, business outlook, technology spending and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards, and interpretations). These statements express our current intentions, beliefs, expectations, strategies, or predictions as well as historical information. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “continue,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Quarterly Report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements are no guarantee of future performance and involve risks and uncertainties that are difficult to predict. Our future operating results are dependent upon many factors which are outside our control. You should not place undue reliance on forward-looking statements. Forward-looking statements may not be realized due to a variety of factors, including, without limitation, our ability to:

 

 

manage our business given continuing operating losses and negative cash flows;

 

 

 

 

obtain sufficient capital to fund our operations, development, and expansion plans;

 

 

 

 

manage competitive factors and developments beyond our control;

 

 

 

 

maintain and protect our intellectual property;

 

 

 

 

obtain patents based on our current and/or future patent applications;

 

 

 

 

obtain and maintain other rights to technology required or desirable to conduct or expand our business; and

 

 

 

 

manage any other factors, if any, discussed in in this report and in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report, except as required by federal securities laws. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

 
2

 

 

FREEDOM HOLDINGS, INC.

A/K/A

 FREEDOM ACQUISITION CORP

 

QUARTERLY REPORT ON FORM 10-Q

Fiscal Period Ended June 30, 2024

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

4

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

 

Item 3.

Quantitative and Qualitative Disclosure About Market

 

16

 

Item 4.

Controls and Procedures

 

16

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

17

 

Item 1A.

Risk Factors

 

17

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

17

 

Item 3.

Defaults Upon Senior Securities

 

17

 

Item 4.

Mine Safety Disclosures NA

 

17

 

Item 5.

Other Information

 

17

 

Item 6.

Exhibits

 

18

 

 

 

 

 

 

Signatures

 

19

 

 
3

Table of Contents

 

Item 1. Financial Statements.

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

Index to the Condensed Unaudited Financial Statements

 

 

 

 

 

 

Page

 

 

 

 

 

Condensed Balance Sheets as of June 30, 2024 (unaudited) and September 30, 2023 (audited)

 

5

 

 

 

 

 

Condensed Statements of Operations for the three and nine months ended June 30, 2024 and 2023 (unaudited)

 

6

 

 

 

 

 

Condensed Statements of Changes in Shareholders’ Deficit for the nine months ended June 30, 2024 and 2023 (unaudited)

 

7

 

 

 

 

 

Condensed Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 (unaudited)

 

8

 

 

 

 

 

Notes to the Condensed Financial Statements (unaudited)

 

9

 

 

 
4

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

CONDENSED BALANCE SHEETS

 

 

 

June 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

ASSETS

 

(unaudited)

 

 

(Audited)

 

Current Assets:

 

 

 

 

 

 

Cash

 

$2,184

 

 

$588

 

Total Current Assets

 

 

2,184

 

 

 

588

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$2,184

 

 

$588

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$22,897

 

 

$44,500

 

Accrued interest

 

 

8,950

 

 

 

330

 

Accrued expenses

 

 

240,000

 

 

 

241,297

 

Due to related party

 

 

1,000

 

 

 

-

 

Total Current Liabilities

 

 

272,847

 

 

 

286,127

 

 

 

 

 

 

 

 

 

 

Non-Current Liabilities

 

 

 

 

 

 

 

 

Notes payable

 

 

122,363

 

 

 

126,350

 

TOTAL LIABILITIES

 

 

395,210

 

 

 

412,477

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively.

 

-

 

 

-

 

Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,408,825 and 55,308,825 shares issued and outstanding respectively.

 

 

5,841

 

 

 

5,531

 

Additional paid-in capital

 

 

10,029,518

 

 

 

9,765,828

 

Subscription receivable

 

 

4,500

 

 

 

(5,500)

Accumulated deficit

 

 

(10,432,885)

 

 

(10,177,748)

Total Stockholders’ Deficit

 

 

(393,026)

 

 

(411,889)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$2,184

 

 

$588

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 
5

Table of Contents

  

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 -

 

 

$

-

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for services

 

 

254,000

 

 

 

351,000

 

 

 

254,000

 

 

 

351,000

 

Professional fees

 

 

11,569

 

 

 

1,599

 

 

 

26,364

 

 

 

29,647

 

Selling, general and administrative expenses

 

 

16

 

 

 

921

 

 

 

153

 

 

 

3,556

 

Total operating expenses

 

 

265,585

 

 

 

353,520

 

 

 

280,517

 

 

 

384,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

 

(265,585)

 

 

(353,520)

 

 

(280,517)

 

 

(384,203)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on the extinguishment of payables

 

 

34,000

 

 

-

 

 

 

34,000

 

 

-

 

Interest expense

 

 

(2,863)

 

 

(2,932)

 

 

(8,620)

 

 

(8,942)

Income taxes

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(234,448)

 

$(356,452)

 

$(255,137)

 

 

(393,145)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$(0.00)

 

$(0.01)

 

$(0.00)

 

$(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

58,191,243

 

 

 

50,056,078

 

 

 

56,488,752

 

 

 

31,096,371

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

 
6

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a FREEDOM ACQUISITION CORP

 

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED JUNE 30, 2024

(Unaudited)

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Subscription

 

 

Retained

 

 

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Receivable

 

 

Deficit

 

 

Total

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2022

 

 

9,308,825

 

 

$931

 

 

$9,364,428

 

 

$

 -

 

 

$(9,777,830)

 

$(412,471)

Net loss for the three months ended (unaudited)

 

-

 

 

-

 

 

-

 

 

-

 

 

 

(5,199)

 

 

(5,199)

Balance, December 31, 2022

 

 

9,308,825

 

 

$931

 

 

$9,364,428

 

 

$

 -

 

 

$(9,783,029)

 

$(417,670)

Issued stock for acquisition of MEDCann

 

 

40,000,000

 

 

 

4,000

 

 

 

46,000

 

 

 

(20,000)

 

-

 

 

 

30,000

 

Net loss for the three months ended (unaudited)

 

-

 

 

-

 

 

-

 

 

-

 

 

 

(31,494)

 

 

(31,494)

Balance, March 31, 2023

 

 

49,308,825

 

 

$4,931

 

 

$9,410,428

 

 

$(20,000)

 

$(9,814,523)

 

$(419,164)

Issued stock for acquisition of MEDCann

 

-

 

 

-

 

 

-

 

 

 

5,000

 

 

-

 

 

 

5,000

 

Issued common stock for services

 

 

2,000,000

 

 

 

200

 

 

 

350,800

 

 

-

 

 

-

 

 

 

351,000

 

Sold common stock

 

 

4,000,000

 

 

 

400

 

 

 

4,600

 

 

-

 

 

-

 

 

 

5,000

 

Net loss for the three months ended (unaudited)

 

-

 

 

-

 

 

-

 

 

-

 

 

 

(356,452)

 

 

(356,452)

Balance, June 30, 2023

 

 

55,308,825

 

 

$5,531

 

 

$9,765,828

 

 

$(15,000)

 

$(10,170,975)

 

$(414,616)

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

55,308,825

 

 

$5,531

 

 

$9,765,828

 

 

$(5,500)

 

$(10,177,748)

 

$(411,889)

Net loss for the three months ended (unaudited)

 

-

 

 

-

 

 

-

 

 

-

 

 

 

(3,254)

 

 

(3,254)

Balance, December 31, 2023

 

 

55,308,825

 

 

$5,531

 

 

$9,765,828

 

 

$(5,500)

 

$(10,181,002)

 

$(415,143)

Sold common stock

 

 

1,000,000

 

 

 

100

 

 

 

4,900

 

 

-

 

 

-

 

 

 

5,000

 

Net loss for the three months ended (unaudited)

 

-

 

 

-

 

 

-

 

 

-

 

 

 

(17,435)

 

 

(17,435)

Balance, March 31, 2024

 

 

56,308,825

 

 

$5,631

 

 

$9,770,728

 

 

$(5,500)

 

$(10,198,437)

 

$(427,578)

Issued stock for acquisition of MEDCann

 

-

 

 

-

 

 

-

 

 

 

10,000

 

 

-

 

 

 

10,000

 

Issued common stock for services

 

 

2,000,000

 

 

 

200

 

 

 

253,800

 

 

-

 

 

-

 

 

 

254,000

 

Sold common stock

 

 

100,000

 

 

 

10

 

 

 

4,990

 

 

-

 

 

-

 

 

 

5,000

 

Net loss for the three months ended (unaudited)

 

-

 

 

-

 

 

-

 

 

-

 

 

 

(234,448)

 

 

(234,448)

Balance, June 30, 2024

 

 

58,408,825

 

 

$5,841

 

 

$10,029,518

 

 

$4,500

 

 

$(10,432,885)

 

$(393,026)

 

The accompanying notes are an integral part of these condensed financial statements.

 

 
7

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

FREEDOM ACQUISITION CORP

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Nine months Ended

 

 

 

June 30,

 

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$(255,137)

 

$(393,145)

Adjustment to reconcile net loss to net cash provided in operations:

 

 

 

 

 

 

 

 

Stock issued for services

 

 

254,000

 

 

 

351,000

 

Gain on extinguishment of payables

 

 

(34,000)

 

-

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable and accruals

 

 

11,100

 

 

 

1,996

 

Accrued interest

 

 

8,620

 

 

 

(253)

Net Cash (used in) provided by operations

 

 

(15,417)

 

 

(40,402)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds (payments) of notes payable

 

 

(3,987)

 

 

(4,306)

Proceeds related party

 

 

1,000

 

 

 

4,825

 

Issuance of common stock for acquisitions

 

-

 

 

 

35,000

 

Proceeds from stock sales

 

 

20,000

 

 

 

5,000

 

Net cash provided by financing activities

 

 

17,013

 

 

 

40,519

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

1,596

 

 

 

117

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, Beginning of period

 

 

588

 

 

 

177

 

Cash and cash equivalents, End of period

 

$2,184

 

 

$294

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

 

$6,153

 

Cash paid for taxes

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 
8

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

 

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

Freedom Holdings, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Maryland, United States of America on June 15, 2005 however in January 2022 the Company redomiciled into the State of Florida

 

Since its inception the Company has devoted substantially all its efforts to establishing a new business. The Company has generated expenses and limited revenue from the efforts.

 

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.

 

The Company has adopted September 30, fiscal year end.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation and Consolidation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the three months ended June 30, 2024, and September 30, 2023. Cash was $2,184 at June 30, 2024 and $588 at September 30, 2023.

 

Recently issued accounting pronouncements

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

Accounting for Acquisitions

Business acquisitions are recorded using the acquisition method of accounting and, accordingly, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred.

 

 
9

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

 

Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

 

The operating results of an acquisition are included in the consolidated statements of operations from the date of acquisition.

 

The allocation of the purchase consideration for acquisitions can require extensive use of accounting estimates and judgments to allocate the purchase consideration to the assets acquired and liabilities assumed based on their respective fair values. Judgment is required in determining which valuation technique should be applied. Critical estimates in valuing certain identifiable assets include but are not limited to market comparables, expected long-term revenues; future expected operating expenses; cost of capital; assumed attrition rates; and discount rates.

 

Intangible Assets

Intangible asset amounts are initially recognized at the acquisition date fair values of intangible assets acquired.

 

Finite-lived intangible assets are amortized over their useful lives. The carrying amounts of finite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s carrying amount.

 

When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist.

 

Determination of acquisition date fair values and intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates.

 

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.

 

Share-based expense ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

 
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FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Share-based expense was $254,000 and $351,000 for the nine months ended June 30, 2024 and 2023, respectively.

 

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities.

 

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Revenue recognition

Effective October 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606.

 

The Company did not have any revenues for the nine months ended June 30, 2024 and 2023. 

 

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

 
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FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

 

The three levels of the fair value hierarchy under ASC 820 are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

 

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has limited revenue, and an accumulated deficit of $10,432,885 at June 30, 2024 and had a net loss of $255,137 for the nine months ended June 30, 2024. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – NOTE PAYABLE

 

On August 7th, 2017, the company obtained an unsecured, nonrecourse and open-ended loan of $50,000. The loan incurs interest at 15% per annum. On December 30, 2013, the Company received a $56,978 Demand Instalment Loan from Bruce Miller. The loan incurs interest at 12 % per annum. Mr. Miller is a personal acquaintance with our CEO. The loans are unsecure, nonrecourse and open ended. The loans require monthly repayment of principal and interest of $750.00 each.

 

During the year ended September 30, 2023, a previously related party, Mr. Brian Kistler (New Opportunity Business Solutions) loaned the company $8,531 for operations.

 

The following sets forth the principal and interest loan balance for the periods ended:

 

 

 

June 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

Note payable – Bruce Miller

 

$86,289

 

 

$86,289

 

Note payable – New Opportunity Business Solutions

 

 

36,074

 

 

 

40,061

 

Accrued interest

 

 

8,950

 

 

 

330

 

Total note payable and accrued interest

 

$131,313

 

 

$126,680

 

 

NOTE 5 – ACCRUED EXPENSES

 

Accrued expenses were $240,000 and $241,297 on June 30, 2024, and September 30, 2023, respectively. 

 

 
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FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

 

NOTE 6 – EQUITY

 

Preferred Stock

 

The number of preferred shares outstanding on June 30, 2024, and September 30, 2023, was 0 and 0, respectively.

 

Common Stock

 

On February 3, 2023, the Company entered into a definitive agreement with MEDcann Industries in which MEDcann agreed to purchase 40 million common shares at $0.00125 for a total of $50,000 as disclosed in Form 8k filed with the SEC on 2-10-2023. To date MEDcann has paid $45,500 towards the total purchase price.

 

On June 14, 2023, the Company entered into a definitive agreement with Gibraltar Securities in which Gibraltar was issued 2,000,000 at FMV of $0.1755 for a total of $351,000 as payment in full for services rendered.

 

On June 21, 2023, the Company sold 4,000,000 shares of common at $0.00125 per share or a total of $5,000.

 

On January 30, 2024, the Company sold 1,000,000 shares of common at $0.005 per share or a total of $5,000.  

 

On April 8, 2024, the Company entered into a consulting agreement with Mr. Michael Maezna in which Mr. Maezna was issued 2,000,000 shares of common stock at a FMV of $0.127 per share for a total of $254,000 as payment in full for services rendered.

 

On May 8, 2024, the Company sold 100,000 shares of common stock at $0.05 per share or a total of $5,000.

 

Total common shares outstanding on June 30, 2024, and September 30, 2023, were 58,408,825 and 55,308,825, respectively.

 

NOTE 7 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement was available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than those listed below.

 

 
13

Table of Contents

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

 

(a)

an abrupt economic change resulting in an unexpected downturn in demand for our services;

(b)

governmental restrictions or excessive taxes on our services;

(c)

economic resources to support the development of our projects;

(d)

expansion plans, access to potential clients, and advances in technology; and.

(e)

lack of working capital that could hinder acquisitions for development of our projects.

 

Results of Operations and Critical Accounting Policies and Estimates.

 

The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company’s accounting policies are more fully described in Note 2 to the Notes of Financial Statements.

 

Results of Operations for the three months ended June 30, 2024 and 2023

 

The Company did not generate andy revenue for the three months ended June 30, 2024 and 2023.

 

Expenses.

 

Total Operating Expenses. Total operating expenses for the three months ended June 30, 2024 and June 30, 2023 were $265,585 and $353,520, respectively. Total operating expenses consisted of stock issued for services of $254,000 and $351,000, respectively; professional fees of $11,569 and $1,599, respectively and selling, general and administrative expenses of $16 and $921, respectively. Stock issued for services decreased by approximately 28% due to fewer consulting agreements executed for services. Professional fees increased by approximately 624% due to an increase in fees associated with being full reporting company. Selling, general and administrative expenses decreased by approximately 98% due to operations.

 

Other Income (Expense): Total other income (expense) for the three months ended June 30, 2024 and 2023 was $31,137 and ($2,932), respectively. Other income (expense) consisted of gain on extinguishment of payables and interest expense. Gain on extinguishment of payables increased by 100% due to writing off certain payables. Interest expense increased by approximately 2.4%.

 

Results of Operations for the nine months ended June 30, 2024 and 2023

 

The Company did not generate any revenue for the nine months ended June 30, 2024 and 2023.

 

 
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Table of Contents

 

Expenses.

 

Total Operating Expenses. Total operating expenses for the nine months ended June 30, 2024 and June 30, 2023 were $280,517 and $384,203, respectively. Total operating expenses consisted of stock issued for services of $254,000 and $351,000, respectively; professional fees of $26,364 and $29,647, respectively and selling, general and administrative expenses of $153 and $3,556, respectively. Stock issued for services decrease by approximately 28% due to fewer consulting agreements executed for services. Professional fees decreased by approximately 11% due to cost associated with being full reporting company. Selling, general and administrative expenses decreased by approximately 96% due to operations.

 

Other Income (Expense): Total other income (expense) for the nine months ended June 30, 2024 and 2023 was $25,380 and ($8,942), respectively. Other income (expense) consisted of gain on extinguishment of payables and interest expense. Gain on extinguishment of payables increased by 100% due to writing off certain payables. Interest expense increased by approximately 3.6%.

 

Financial Condition.

 

Total Assets. Total assets at June 30, 2024 and September 30, 2023 were $2,184 and $588, respectively. Total assets consist of cash.

 

Total Liabilities. Total liabilities at June 30, 2024 and September 30, 2023 were $395,210 and $412,477, respectively. Total liabilities consist of accounts payable of $22,897 and $44,500, respectively; accrued interest of $8,950 and $330, respectively; accrued expenses of $240,000 and $241,297, respectively; due to related party of $1,000 and $0, respectively and note payable of $122,363 and $126,350, respectively.

 

Liquidity and Capital Resources.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

 

The Company sustained a loss of $255,137 for the nine months ended June 30, 2024 and $393,145 for the nine months ended June 30, 2023. The Company has accumulated losses totaling $10,432,885 at June 30, 2024. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

We are presently able to meet our obligations as they come due through the support of our CEO. At June 30, 2024 we had a working capital deficit of $270,663. Our working capital deficit is due to the results of operations.

 

Net cash used in operating activities for the nine months ended June 30, 2024 and 2023 were ($15,417) and ($40,402), respectively. Net cash used in operating activities includes our net loss, stock issued for services, gain on extinguishment of payables, accounts payable and accrued expenses and accrued interest.

 

Net cash provided by financing activities for the nine months ended June 30, 2024 and June 30, 2023 were $17,013 and $40,519, respectively. Net cash provided by financing activities includes proceeds (payments) made on notes payable of ($3,987) and ($4,306), respectively; proceeds from related parties of $1,000 and $4,825, respectively; issuance of common stock for acquisition of $0 and $35,000, respectively and proceeds from stock sales of $20,000 and $5,000, respectively.

 

 
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Table of Contents

 

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 3 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

 

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

 

Capital Resources.

 

We had no material commitments for capital expenditures as of June 30, 2024.

 

Off-Balance Sheet Arrangements

 

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are not required to provide the information required by this item as we are considered a smaller reporting company, as defined by Rule 229.10(f)(1).

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with GAAP. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

In connection with the preparation of this Form 10-Q, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures were not effective.

 

Limitations on Controls

 

Management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions are being performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties in all of our financially significant processes and have concluded that this control deficiency represented a material weakness. We plan to remediate this weakness over the next 12 months.

 

Notwithstanding the assessment that our disclosure controls and procedures and our internal controls over financial reporting were not effective and that there are material weaknesses as identified herein, we believe that our condensed consolidated financial statements contained in this Form 10-Q fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

 

Changes in Internal Controls

 

During the nine months ended June 30, 2024, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

 
16

Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We do not know of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

 

ITEM 1A. RISK FACTORS

 

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On February 3, 2023 the Company entered into a definitive agreement with MEDcann Industries in which MEDcann agreed to purchase 40 million common shares at $0.00125 for a total of $50,000 as disclosed in Form 8k filed with the SEC on 2-10-2023. To date MEDcann has paid $30,000 towards the total purchase price.

 

On June 14, 2023 the Company entered into a definitive agreement with Gibraltar Securities in which Gibraltar was issued 2,000,000 at FMV of $0.1755 for a total of $351,000 as payment in full for services rendered.

 

On June 21, 2023 the Company sold 4,000,000 shares of common at $0.00125 per share or a total of $5,000.

 

On January 30, 2024, the Company sold 1,000,000 shares of common at $0.005 per share or a total of $5,000.

 

On April 8, 2024, the Company entered into a consulting agreement with Mr. Michael Maezna in which Mr. Maezna was issued 2,000,000 shares of common stock at a FMV of $0.127 per share for a total of $254,000 as payment in full for services rendered.

 

On May 8, 2024, the Company sold 100,000 shares of common stock at $0,05 per share or a total of $5,000.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable

 

ITEM 5. OTHER INFORMATION.

 

 
17

Table of Contents

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit Number and Description

 

Location Reference

 

 

 

 

 

(a)

Financial Statements

 

Filed herewith

 

 

 

 

 

(b)

Exhibits required by Item 601, Regulation SB;

 

 

 

 

 

 

 

 

(3.0)

Articles of Incorporation

 

 

 

 

 

 

 

 

 

 

(3.1)

Certificate of Incorporation

 

See Exhibit Key

 

 

 

 

 

 

 

 

(3.2)

By-Laws

 

See Exhibit Key

 

 

 

 

 

 

 

(31.1)

Certificate of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

 

 

(32.1)

Certificate of Principal Executive Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

 

(31.2)

Certificate of Principal Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

 

 

(32.2)

Certificate of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

 

(101.INS)

XBRL Instance Document

 

Filed herewith

(101.SCH)

XBRL Taxonomy Ext. Schema Document

 

Filed herewith

(101.CAL)

XBRL Taxonomy Ext. Calculation Linkbase Document

 

Filed herewith

(101.DEF)

XBRL Taxonomy Ext. Definition Linkbase Document

 

Filed herewith

(101.LAB)

XBRL Taxonomy Ext. Label Linkbase Document

 

Filed herewith

(101.PRE)

XBRL Taxonomy Ext. Presentation Linkbase Document

 

Filed herewith

 

Exhibit Key

 

3.1

Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015.

 

 

3.2

Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015.

 

 
18

Table of Contents

 

Signatures

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

FREEDOM HOLDINGS, INC.

 

NAME

 

TITLE

 

DATE

 

 

 

 

 

/s/ John Vivian

 

President, Director (Principal Executive Officer)

 

August 19, 2024

John Vivian

 

 

 

 

 

/s/ Robin Wright

 

(Principal Financial Officer)

 

August 19, 2024

Robin Wright

 

 

 

 

 

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act. None.

 

 
19

 

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Cover - shares
9 Months Ended
Jun. 30, 2024
Aug. 06, 2024
Cover [Abstract]    
Entity Registrant Name FREEDOM HOLDINGS, INC.  
Entity Central Index Key 0001386044  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --09-30  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   58,408,825
Entity File Number 000-54853  
Entity Incorporation State Country Code FL  
Entity Tax Identification Number 56-2560951  
Entity Address Address Line 1 10524 Independence Ave  
Entity Address City Or Town Chatsworth  
Entity Address State Or Province CA  
Entity Address Postal Zip Code 91311  
City Area Code 818  
Local Phone Number 357-3155  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current No  
v3.24.2.u1
CONDENSED BALANCE SHEETS - USD ($)
Jun. 30, 2024
Sep. 30, 2023
Current Assets:    
Cash $ 2,184 $ 588
Total Current Assets 2,184 588
TOTAL ASSETS 2,184 588
Current Liabilities    
Accounts payable 22,897 44,500
Accrued interest 8,950 330
Accrued expenses 240,000 241,297
Due to related party 1,000 0
Total Current Liabilities 272,847 286,127
Non-Current Liabilities    
Notes payable 122,363 126,350
TOTAL LIABILITIES 395,210 412,477
Stockholders' Deficit    
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively. 0 0
Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,408,825 and 55,308,825 shares issued and outstanding respectively. 5,841 5,531
Additional paid-in capital 10,029,518 9,765,828
Subscription receivable 4,500 (5,500)
Accumulated deficit (10,432,885) (10,177,748)
Total Stockholders' Deficit (393,026) (411,889)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,184 $ 588
v3.24.2.u1
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2024
Sep. 30, 2023
CONDENSED BALANCE SHEETS    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 58,408,825 55,308,825
Common stock, shares outstanding 58,408,825 55,308,825
v3.24.2.u1
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)        
Revenues $ 0 $ 0 $ 0 $ 0
Operating Expenses        
Stock issued for services 254,000 351,000 254,000 351,000
Professional fees 11,569 1,599 26,364 29,647
Selling, general and administrative expenses 16 921 153 3,556
Total operating expenses 265,585 353,520 280,517 384,203
Net loss from operations (265,585) (353,520) (280,517) (384,203)
Other income (expenses)        
Gain on the extinguishment of payables 34,000 0 34,000 0
Interest expense (2,863) (2,932) (8,620) (8,942)
Income taxes 0 0 0 0
Net loss $ (234,448) $ (356,452) $ (255,137) $ (393,145)
Basic and diluted loss per share $ (0.00) $ (0.01) $ (0.00) $ (0.01)
Weighted average number of shares outstanding 58,191,243 50,056,078 56,488,752 31,096,371
v3.24.2.u1
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Subscription Receivable
Retained Deficit
Balance, shares at Sep. 30, 2022   9,308,825      
Balance, amount at Sep. 30, 2022 $ (412,471) $ 931 $ 9,364,428 $ 0 $ (9,777,830)
Net loss for the three months ended (unaudited), amount (5,199) $ 0 0 0 (5,199)
Balance, shares at Dec. 31, 2022   9,308,825      
Balance, amount at Dec. 31, 2022 (417,670) $ 931 9,364,428 0 (9,783,029)
Balance, shares at Sep. 30, 2022   9,308,825      
Balance, amount at Sep. 30, 2022 (412,471) $ 931 9,364,428 0 (9,777,830)
Net loss for the three months ended (unaudited), amount (393,145)        
Balance, shares at Jun. 30, 2023   55,308,825      
Balance, amount at Jun. 30, 2023 (414,616) $ 5,531 9,765,828 (15,000) (10,170,975)
Balance, shares at Dec. 31, 2022   9,308,825      
Balance, amount at Dec. 31, 2022 (417,670) $ 931 9,364,428 0 (9,783,029)
Net loss for the three months ended (unaudited), amount (31,494) $ 0 0 0 (31,494)
Issued stock for acquisition of MEDCann, shares   40,000,000      
Issued stock for acquisition of MEDCann, amount 30,000 $ 4,000 46,000 (20,000) 0
Balance, shares at Mar. 31, 2023   49,308,825      
Balance, amount at Mar. 31, 2023 (419,164) $ 4,931 9,410,428 (20,000) (9,814,523)
Net loss for the three months ended (unaudited), amount (356,452) 0 0 0 (356,452)
Issued stock for acquisition of MEDCann, amount 5,000 $ 0 0 5,000 0
Issued common stock for services, shares   2,000,000      
Issued common stock for services, amount 351,000 $ 200 350,800 0 0
Sold common stock, shares   4,000,000      
Sold common stock, amount 5,000 $ 400 4,600 0 0
Balance, shares at Jun. 30, 2023   55,308,825      
Balance, amount at Jun. 30, 2023 (414,616) $ 5,531 9,765,828 (15,000) (10,170,975)
Balance, shares at Sep. 30, 2023   55,308,825      
Balance, amount at Sep. 30, 2023 (411,889) $ 5,531 9,765,828 (5,500) (10,177,748)
Net loss for the three months ended (unaudited), amount (3,254) $ 0 0 0 (3,254)
Balance, shares at Dec. 31, 2023   55,308,825      
Balance, amount at Dec. 31, 2023 (415,143) $ 5,531 9,765,828 (5,500) (10,181,002)
Balance, shares at Sep. 30, 2023   55,308,825      
Balance, amount at Sep. 30, 2023 (411,889) $ 5,531 9,765,828 (5,500) (10,177,748)
Net loss for the three months ended (unaudited), amount (255,137)        
Balance, shares at Jun. 30, 2024   58,408,825      
Balance, amount at Jun. 30, 2024 (393,026) $ 5,841 10,029,518 4,500 (10,432,885)
Balance, shares at Dec. 31, 2023   55,308,825      
Balance, amount at Dec. 31, 2023 (415,143) $ 5,531 9,765,828 (5,500) (10,181,002)
Net loss for the three months ended (unaudited), amount (17,435) $ 0 0 0 (17,435)
Sold common stock, shares   1,000,000      
Sold common stock, amount 5,000 $ 100 4,900 0 0
Balance, shares at Mar. 31, 2024   56,308,825      
Balance, amount at Mar. 31, 2024 (427,578) $ 5,631 9,770,728 (5,500) (10,198,437)
Net loss for the three months ended (unaudited), amount (234,448) 0 0 0 (234,448)
Issued stock for acquisition of MEDCann, amount 10,000 $ 0 0 10,000 0
Issued common stock for services, shares   2,000,000      
Issued common stock for services, amount 254,000 $ 200 253,800 0 0
Sold common stock, shares   100,000      
Sold common stock, amount 5,000 $ 10 4,990 0 0
Balance, shares at Jun. 30, 2024   58,408,825      
Balance, amount at Jun. 30, 2024 $ (393,026) $ 5,841 $ 10,029,518 $ 4,500 $ (10,432,885)
v3.24.2.u1
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
10 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ (255,137) $ (393,145)
Adjustment to reconcile net loss to net cash provided in operations:    
Stock issued for services 254,000 351,000
Gain on extinguishment of payables (34,000) 0
Change in assets and liabilities    
Accounts payable and accruals 11,100 1,996
Accrued interest 8,620 (253)
Net Cash (used in) provided by operations (15,417) (40,402)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds (payments) of notes payable (3,987) (4,306)
Proceeds related party 1,000 4,825
Issuance of common stock for acquisitions 0 35,000
Proceeds from stock sales 20,000 5,000
Net cash provided by financing activities 17,013 40,519
Net change in cash and cash equivalents 1,596 117
Cash and cash equivalents, Beginning of period 588 177
Cash and cash equivalents, End of period 2,184 294
Supplemental cash flow information    
Cash paid for interest 0 6,153
Cash paid for taxes $ 0 $ 0
v3.24.2.u1
ORGANIZATION AND NATURE OF BUSINESS
9 Months Ended
Jun. 30, 2024
ORGANIZATION AND NATURE OF BUSINESS  
ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

Freedom Holdings, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Maryland, United States of America on June 15, 2005 however in January 2022 the Company redomiciled into the State of Florida

 

Since its inception the Company has devoted substantially all its efforts to establishing a new business. The Company has generated expenses and limited revenue from the efforts.

 

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.

 

The Company has adopted September 30, fiscal year end.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation and Consolidation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the three months ended June 30, 2024, and September 30, 2023. Cash was $2,184 at June 30, 2024 and $588 at September 30, 2023.

 

Recently issued accounting pronouncements

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

Accounting for Acquisitions

Business acquisitions are recorded using the acquisition method of accounting and, accordingly, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred.

Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

 

The operating results of an acquisition are included in the consolidated statements of operations from the date of acquisition.

 

The allocation of the purchase consideration for acquisitions can require extensive use of accounting estimates and judgments to allocate the purchase consideration to the assets acquired and liabilities assumed based on their respective fair values. Judgment is required in determining which valuation technique should be applied. Critical estimates in valuing certain identifiable assets include but are not limited to market comparables, expected long-term revenues; future expected operating expenses; cost of capital; assumed attrition rates; and discount rates.

 

Intangible Assets

Intangible asset amounts are initially recognized at the acquisition date fair values of intangible assets acquired.

 

Finite-lived intangible assets are amortized over their useful lives. The carrying amounts of finite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s carrying amount.

 

When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist.

 

Determination of acquisition date fair values and intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates.

 

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.

 

Share-based expense ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Share-based expense was $254,000 and $351,000 for the nine months ended June 30, 2024 and 2023, respectively.

 

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities.

 

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Revenue recognition

Effective October 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606.

 

The Company did not have any revenues for the nine months ended June 30, 2024 and 2023. 

 

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under ASC 820 are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

v3.24.2.u1
GOING CONCERN
9 Months Ended
Jun. 30, 2024
GOING CONCERN  
GOING CONCERN

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has limited revenue, and an accumulated deficit of $10,432,885 at June 30, 2024 and had a net loss of $255,137 for the nine months ended June 30, 2024. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

v3.24.2.u1
NOTE PAYABLE
9 Months Ended
Jun. 30, 2024
NOTE PAYABLE  
NOTE PAYABLE

NOTE 4 – NOTE PAYABLE

 

On August 7th, 2017, the company obtained an unsecured, nonrecourse and open-ended loan of $50,000. The loan incurs interest at 15% per annum. On December 30, 2013, the Company received a $56,978 Demand Instalment Loan from Bruce Miller. The loan incurs interest at 12 % per annum. Mr. Miller is a personal acquaintance with our CEO. The loans are unsecure, nonrecourse and open ended. The loans require monthly repayment of principal and interest of $750.00 each.

 

During the year ended September 30, 2023, a previously related party, Mr. Brian Kistler (New Opportunity Business Solutions) loaned the company $8,531 for operations.

 

The following sets forth the principal and interest loan balance for the periods ended:

 

 

 

June 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

Note payable – Bruce Miller

 

$86,289

 

 

$86,289

 

Note payable – New Opportunity Business Solutions

 

 

36,074

 

 

 

40,061

 

Accrued interest

 

 

8,950

 

 

 

330

 

Total note payable and accrued interest

 

$131,313

 

 

$126,680

 

v3.24.2.u1
ACCRUED EXPENSES
9 Months Ended
Jun. 30, 2024
ACCRUED EXPENSES  
ACCRUED EXPENSES

NOTE 5 – ACCRUED EXPENSES

 

Accrued expenses were $240,000 and $241,297 on June 30, 2024, and September 30, 2023, respectively. 

v3.24.2.u1
EQUITY
9 Months Ended
Jun. 30, 2024
EQUITY  
EQUITY

NOTE 6 – EQUITY

 

Preferred Stock

 

The number of preferred shares outstanding on June 30, 2024, and September 30, 2023, was 0 and 0, respectively.

 

Common Stock

 

On February 3, 2023, the Company entered into a definitive agreement with MEDcann Industries in which MEDcann agreed to purchase 40 million common shares at $0.00125 for a total of $50,000 as disclosed in Form 8k filed with the SEC on 2-10-2023. To date MEDcann has paid $45,500 towards the total purchase price.

 

On June 14, 2023, the Company entered into a definitive agreement with Gibraltar Securities in which Gibraltar was issued 2,000,000 at FMV of $0.1755 for a total of $351,000 as payment in full for services rendered.

 

On June 21, 2023, the Company sold 4,000,000 shares of common at $0.00125 per share or a total of $5,000.

 

On January 30, 2024, the Company sold 1,000,000 shares of common at $0.005 per share or a total of $5,000.  

 

On April 8, 2024, the Company entered into a consulting agreement with Mr. Michael Maezna in which Mr. Maezna was issued 2,000,000 shares of common stock at a FMV of $0.127 per share for a total of $254,000 as payment in full for services rendered.

 

On May 8, 2024, the Company sold 100,000 shares of common stock at $0.05 per share or a total of $5,000.

 

Total common shares outstanding on June 30, 2024, and September 30, 2023, were 58,408,825 and 55,308,825, respectively.

v3.24.2.u1
SUBSEQUENT EVENTS
9 Months Ended
Jun. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement was available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than those listed below.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of presentation and Consolidation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the three months ended June 30, 2024, and September 30, 2023. Cash was $2,184 at June 30, 2024 and $588 at September 30, 2023.

Recently Issued Accounting Pronouncements

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

Accounting for Acquisitions

Business acquisitions are recorded using the acquisition method of accounting and, accordingly, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred.

Acquisitions not meeting the accounting criteria to be accounted for as a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

 

The operating results of an acquisition are included in the consolidated statements of operations from the date of acquisition.

 

The allocation of the purchase consideration for acquisitions can require extensive use of accounting estimates and judgments to allocate the purchase consideration to the assets acquired and liabilities assumed based on their respective fair values. Judgment is required in determining which valuation technique should be applied. Critical estimates in valuing certain identifiable assets include but are not limited to market comparables, expected long-term revenues; future expected operating expenses; cost of capital; assumed attrition rates; and discount rates.

Intangible Assets

Intangible asset amounts are initially recognized at the acquisition date fair values of intangible assets acquired.

 

Finite-lived intangible assets are amortized over their useful lives. The carrying amounts of finite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s carrying amount.

 

When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist.

 

Determination of acquisition date fair values and intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.

Share-based Expense

Share-based expense ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Share-based expense was $254,000 and $351,000 for the nine months ended June 30, 2024 and 2023, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Revenue Recognition

Effective October 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606.

 

The Company did not have any revenues for the nine months ended June 30, 2024 and 2023. 

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under ASC 820 are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

v3.24.2.u1
NOTE PAYABLE (Tables)
9 Months Ended
Jun. 30, 2024
NOTE PAYABLE  
Schedule of Note Payable and Accrued Interest

 

 

June 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

Note payable – Bruce Miller

 

$86,289

 

 

$86,289

 

Note payable – New Opportunity Business Solutions

 

 

36,074

 

 

 

40,061

 

Accrued interest

 

 

8,950

 

 

 

330

 

Total note payable and accrued interest

 

$131,313

 

 

$126,680

 

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      
Share-based expense $ 254,000 $ 351,000  
Cash and cash equivalents $ 2,184   $ 588
v3.24.2.u1
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
GOING CONCERN                  
Accumulated deficit $ (10,432,885)           $ (10,432,885)   $ (10,177,748)
Net loss $ (234,448) $ (17,435) $ (3,254) $ (356,452) $ (31,494) $ (5,199) $ (255,137) $ (393,145)  
v3.24.2.u1
NOTE PAYABLE (Details) - USD ($)
Jun. 30, 2024
Sep. 30, 2023
Note payable $ 131,313 $ 126,680
Accrued interest 8,950 330
Bruce Miller [Member]    
Note payable 86,289 86,289
New Opportunity Business Solutions [Member]    
Note payable $ 36,074 $ 40,061
v3.24.2.u1
NOTE PAYABLE (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2023
Jun. 30, 2024
Sep. 30, 2023
Aug. 07, 2017
Dec. 30, 2013
Unsecured, nonrecourse and open-ended loan       $ 50,000  
Interest rate       15.00%  
Note payable   $ 131,313 $ 126,680    
Required monthly repayment of principal and interest $ 750        
Bruce Miller [Member]          
Interest rate         12.00%
Note payable   $ 86,289 86,289    
Demand Installment Loan         $ 56,978
New Opportunity Business Solutions [Member]          
Note payable     $ 8,531    
v3.24.2.u1
ACCRUED EXPENSES (Details Narrative) - USD ($)
Jun. 30, 2024
Sep. 30, 2023
ACCRUED EXPENSES    
Accrued expenses $ 240,000 $ 241,297
v3.24.2.u1
EQUITY (Details Narrative) - USD ($)
1 Months Ended
May 08, 2024
Apr. 08, 2024
Jun. 14, 2023
Feb. 03, 2023
Jan. 30, 2024
Jun. 21, 2023
Jun. 30, 2024
Sep. 30, 2023
Preferred stock, shares outstanding             0 0
Common stock, shares outstanding             58,408,825 55,308,825
MEDcann Industries [Member]                
Agreed to purchase common shares       40,000,000        
Price per common shares       $ 0.00125        
Payment for purchase common shares       $ 50,000        
Paid total purchase price       $ 45,500        
Gibraltar Securities [Member]                
Price per common shares     $ 0.1755   $ 0.005 $ 0.00125    
Payment for purchase common shares     $ 351,000   $ 5,000 $ 5,000    
Common share issued in exchange     2,000,000   1,000,000 4,000,000    
Mr. Michael Maezna [Member]                
Price per common shares $ 0.05 $ 0.127            
Payment for purchase common shares $ 5,000 $ 254,000            
Common share issued in exchange 100,000 2,000,000            

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